What changed in this filing

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Item 9A. Controls and Procedures

2023-02-28 compared with 2022-03-15 · 205 added, 176 removed, 661 unchanged (37% of the section changed)

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Our Board currently has eight Directors, each of whom was elected at the Company’s 2022 annual meeting of stockholders.

The names and ages of our directors as of March 15, 2022 are set forth below:

The names and ages of our directors as of February 28, 2023 are set forth below:

President, Chief Executive Officer, and Director

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Before joining Altimmune, from October 2013 to June 2018, he served as President and Chief Executive Officer of Neos Therapeutics, Inc.

NEOS) (subsequently acquired by Aytu BioPharma, Inc.

Nasdaq:AYTU), where he built a commercial-stage biopharmaceutical company launching three branded therapeutic products including Adzenys XR- ODT TM and Cotempla XR-ODT TM , the first ever orally dissolving tablets for the treatment of ADHD.

(since acquired by Aytu BioPharma, Inc.

AYTU)), where he built a NASDAQ-listed commercial-stage biopharmaceutical company, launching three branded therapeutic products including Adzenys XR-ODT TM and Cotempla XR-ODT TM , the first ever extended release, orally dissolving tablet medications for the treatment of ADHD.

Prior to Neos, he served as president and Chief Executive Officer of Tranzyme, Inc.

TZYM) where he progressed a discovery-stage, emerging biotech company to a Nasdaq-listed, clinical-stage, drug development company.

until its acquisition by Ocera Therapeutics, Inc.

(subsequently becoming a subsidiary of Mallinckrodt Pharmaceuticals (NYSEAmerican:

MNK)) where he progressed a discovery-stage, emerging biotech company to a Nasdaq-listed clinical-stage, drug development company.

Prior to joining Tranzyme, Dr.

Garg served as Chief Operating Officer of Apex Bioscience, Inc.

(acquired by Curacyte AGof Munich, Germany), and held senior management positions at DNX Bio-Therapeutics, Inc.

(acquired by Curacyte AG of Munich, Germany), and held senior management positions at DNX Bio-Therapeutics, Inc.

(until its acquisition by Baxter Healthcare Corporation), Sunovion Pharmaceuticals, Inc.

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In addition, he served as ImmunoGen’s Chief Executive Officer from 1986 to December 31, 2009, and as its President from 1986 to 1992, and from 1994 to July 2008.

Prior to joining ImmunoGen, he was Assistant Professor of Biophysics and Biochemistry at the University of Connecticut.

Prior to joining ImmunoGen, he served as Vice President of Development of Xenogen from 1982 to 1985.

Prior to that he was Assistant Professor of Biophysics and Biochemistry at the University of Connecticut.

Sayare earned a Ph.D.

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Sayare’s substantial experience as a board member and executive officer of biotechnology companies makes him well qualified to serve as a member of our Board of Directors.

has served as a member of the Board of Directors since May 2017, when he was appointed to the Board in connection with the completion of the merger with PharmAthene, Inc.

(the “Merger”).

Drutz was first elected to Private Altimmune’s Board of Directors in January 2010 and was elected Board Chairman in October 2011.

has served as a member of our Board of Directors since May 2017, when he was appointed to the Board in connection with the completion of the merger with PharmAthene, Inc.

Drutz was first elected to pre-

merger Altimmune’s Board of Directors in January 2010 and was elected Board Chairman in October 2011.

Drutz is the President of Pacific Biopharma Associates, LLC, a biopharmaceutical consulting company that he founded in 1999.

From 2008 to 2015, he held various positions at DARA BioSciences, an oncology supportive care company which

was acquired by Midatech Pharma plc, including Director, Chief Executive Officer, Executive Chairman and Chief Medical Officer.

From 2008 to 2015, he held various positions at DARA BioSciences (Nasdaq:

DARA), an oncology supportive care company which was acquired by Midatech Pharma plc, including Director, Chief Executive Officer, Executive Chairman and Chief Medical Officer.

He also previously served as Chairman of Tranzyme, Inc.

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Navy (LCDR, USNR).

He is certified by the American Board of Internal Medicine;

a fellow of the American College of Physicians and the Infectious Diseases Society of America;

a member of Alpha Omega Alpha, the American Society of Clinical Oncology and the American Society for Clinical Investigation;

and the author of more than 200 peer-reviewed publications in the area of infectious diseases.

We believe Dr.

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Gill has served as a member of our Board of Directors since August 2004.

Gill served as PharmAthene’s President and Chief Executive Officer from March 2015 until the completion of the Merger in May 2017.

Gill served as President and Chief Executive Officer of PharmAthene, Inc.

from March 2015 until the completion of the merger with Altimmune in May 2017.

From 2003 to 2013, Mr.

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Gill earned a B.A.

from Rutgers University.

in Accounting and Economics from Rutgers University.

We believe Mr.

Gill’s executive and board experience in the pharmaceutical industry and his substantial financial knowledge and expertise make him well qualified to serve as a member of our Board of Directors.

Hodges has served as a member of our Board of Directors since May 2017, when he was appointed to the Board in connection with the completion of the Merger, and was first elected to Private Altimmune’s board of directors in September 2003.

Hodges is Managing Partner of Redmont & Company, a financial services firm located in Birmingham, Alabama, which he joined at its inception in 1997.

Redmont is a co-founder of Altimmune.

Hodges has served as a member of our Board of Directors since May 2017, when he was appointed to the Board in connection with the completion of the merger with PharmAthene, Inc., and was first elected to pre-merger Altimmune’s board of directors in September 2003.

Hodges is Managing Partner of Redmont Capital, a private equity firm located in Birmingham, Alabama, which he joined at its inception in 1997.

Redmont Capital is a co-founder of pre-merger Altimmune.

Hodges’ investment strategy is focused on high-growth small businesses within the health care, life science and technology sectors.

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Pisano also serves on the board of directors of Provention Bio, Inc.

PRVB), a biopharmaceutical company, since April 2018 and Oncolytics Biotech Inc.

PRVB), a biopharmaceutical company, since April 2018;

and Oncolytics Biotech Inc.

ONCY), a biotechnology company, since May 2013.

Pisano served on the board of directors of IMV INC.

IMV) a bio pharmaceutical company from October 2011 until March 2021.

Pisano served as president and Chief Executive Officer of VaxInnate Corporation, a biotechnology company, from January 2012 until November 2016.

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He has a Bachelor of Science in biology from St.

John Fisher College, New York and an M.B.A.

from the University of Dayton, Ohio.

John Fisher College, New York and an MBA from the University of Dayton, Ohio.

We believe Mr.

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has served as a member of our Board of Directors since May 2020.

Jorkasky has served on the board of directors of Alzheon, Inc., a private biopharmaceutical company, since December 2019 and also served on the board of directors of Q Therapeutics, Inc.

Jorkasky also has been serving on the board of APIE Therapeutics, a private biopharmaceutical company, since January 2021.

Jorkasky has served as a Science and Advisory Board Member and a Board Member of Alzheon, Inc., a private biopharmaceutical company, since 2016 and also served on the board of directors of Q Therapeutics, Inc.

from September 2013 until August 2016.

From June 2014 to August 2019, she served as Executive Vice President, Chief Medical Officer and Head of Development at Complexa Inc., a clinical stated biopharmaceutical company.

Jorkasky received her MD in 1977 from the University of Pennsylvania School of Medicine and is board certified in internal medicine, nephrology and clinical pharmacology.

Jorkasky received her M.D.

in 1977 from the University of Pennsylvania School of Medicine and is board certified in internal medicine, nephrology and clinical pharmacology.

She is a member of the Connecticut Academy of Science and Technology.

Jorkasky is on the faculties of University of California, San Francisco, and Uniformed Service of Health Sciences Medical Schools, with previous faculty appointments at Yale University and the University of Pennsylvania Schools of Medicine.

Jorkasky is on the faculties of University of California, San Francisco, and Uniformed Service of Health Sciences Medical Schools, with

previous faculty appointments at Yale University and the University of Pennsylvania Schools of Medicine.

We believe Dr.

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Brigadier General (ret.), Klaus O.

Schafer, M.D., MPH has served as a member of our Board of Directors since July 2012.

Schafer, M.D., MPH has served as a member of our Board of Directors since May 2017, upon completion of the merger with PharmAthene, Inc.

Schafer was first elected to pre-merger Altimmune’s Board of Directors in 2012.

Schafer has over 35 years of healthcare leadership experience, having held senior positions in government and industry.

He previously held the position of Acting Deputy Assistant to the Secretary of Defense for chemical and biological defense, overseeing the Department’s $1.0 billion program for vaccine, therapeutics, medical device and sensor development against biothreats.

He retired from the Air Force as a Brigadier General in the role of Assistant Surgeon General for medical readiness, science and technology.

He has managed all aspects of large integrated health care delivery systems, from clinical care, to running clinics and hospitals, managing budgets, professional staffs and large science and technology portfolios.

He has private sector business experience in imaging technology, as CEO and co-founder of TessArae LLC, a biotech medical device company.

Most recently he held the position of Chief Medical Officer and client executive for health at CACI International, an information technology company.

He has been an independent consultant since 2002 and has served as advisory board member to a number of biotech and health related companies.

Schafer earned his Doctor of Medicine and Surgery at the University of Iowa, medical boards in family practice and aerospace medicine in the Air Force, a Master of Public Health at the University of Texas, and a Master of Science at the Dwight D.

As former, Acting Deputy Assistant to the Secretary of Defense for chemical and biological defense, he oversaw the Department’s $1.0 billion program for vaccine, therapeutics, medical device and sensor development against biological threats and was instrumental in advancing research in human immune response.

He retired from the U.S.

Air Force in the role of Assistant Surgeon General for medical readiness, science and technology.

He has managed all aspects of large integrated health care delivery systems, from clinical care, managing clinics and hospitals, and oversaw large S&T portfolios, including clinical trials.

He was CEO and co-founder of TessArae LLC, a biotech medical sequencing device company.

Most recently he held the position of Chief Medical Officer and client executive for health at CACI International.

He has been an independent consultant since 2002 serving a number of biotech and health related company advisory boards and Tadpole Ventures, a private venture capital firm.

Schafer earned his M.D.

degree at the University of Iowa, medical boards in family practice and aerospace medicine in the Air Force, Master of Public Health at the University of Texas, and a Master of Science at the Dwight D.

Eisenhower School of National Security and Resource Strategy.

He was recently certified in cybersecurity oversight from the Carnegie Mellon University Software Engineering Institute.

Schafer recently became CERT certified in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute.

We believe Dr.

Schafer’s broad experience across government and the private sector makes him well qualified to serve as a member of our Board of Directors.

Schafer’s broad experience base relevant to Altimmune’s core technology and experience in cybersecurity makes him well qualified to serve as a member of our Board of Directors.

Executive Officers

The names and ages of our executive officers as of March 15, 2022 are set forth below:

The names and ages of our executive officers as of February 28, 2023 are set forth below:

President, Chief Executive Officer, and Director

Richard Eisenstadt, M.B.A.

Chief Financial Officer (effective 12/31/21)

Chief Financial Officer (through 12/31/21)

Chief Financial Officer

Scot Roberts, Ph.D.

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Chief Medical Officer

Chief Business Officer (effective 1/1/2023)

is our President, Chief Executive Officer and a Director.

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Richard Eisenstadt, M.B.A.

has served as Chief Financial Officer of Altimmune since December 2021.

currently serves as our Chief Financial Officer.

Eisenstadt has served as Chief Financial Officer of Altimmune since December 2021.

He has served in senior financial leadership roles for over twenty-five years.

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Eisenstadt served as Chief Financial Officer at Arborgen, Inc., a privately-held agriculture biotech company, and prior to that, Chief Financial Officer at Tranzyme, Inc.

TZYM), where he was instrumental in its initial public offering, negotiating several licensing agreements, and financing the company through late-stage clinical development.

(since acquired by Ocera Therapeutics, Inc and now a subsidiary of Mallinckrodt Pharmaceuticals (NYSEAmerican:

MNK)), where he was instrumental in its initial public offering, negotiating several licensing agreements, and financing the company through late-stage clinical development.

Eisenstadt received an M.B.A.

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in Economics from the University of North Carolina at Chapel Hill .

Brown, CPA served as our Chief Financial Officer and Principal Accounting Officer from June 2019 until December 2021, having previously served as the Company’s Acting Chief Financial Officer since May 2018.

Prior to his roles at Altimmune, Mr.

Brown was a consultant to private and public companies in a variety of accounting and tax matters, both independently and as the managing partner of Redmont CPAs since October 2016.

His experience also includes audit roles at PricewaterhouseCoopers LLP and as the Water Heater Division Controller at Rheem Manufacturing.

Brown is a certified public accountant.

He has a Bachelor of Science and an M.B.A.

from Auburn University at Montgomery.

Scot Roberts, Ph.D.

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Roberts joined Altimmune in December 2012 and has over 20 years of biologics development experience, most recently at ImQuest BioSciences, Inc., where as Chief Scientific Officer from November 2010 until November 2012, he was responsible for managing scientific operations.

Roberts held key positions at Wellstat Biologics Corporation from August 1996 until October 2010, including Director of Research and Development where he was responsible for development of a portfolio

of biologic candidates in oncology including a clinical stage oncolytic virus asset.

He is an inventor on 71 patent and patent application families, and author of numerous publications in peer-reviewed journals.

Roberts has been an invited speaker at international conferences where he chaired a variety of scientific sessions.

Roberts received a Master’s in Chemistry from Illinois State University and a Ph.D.

He is an inventor on twelve patent and patent application families, and author of numerous publications in peer-reviewed journals.

Roberts has been an invited

speaker at international conferences where he chaired a variety of scientific sessions.

Roberts received an M.S.

in Chemistry from Illinois State University and a Ph.D.

from the Johns Hopkins School of Medicine, Department of Pharmacology and Molecular Sciences.

Scott Harris, M.D.

serves as Chief Medical Officer of the Company.

currently serves as Chief Medical Officer of the Company.

Harris joined Altimmune in July 2019, a seasoned medical professional with extensive experience in hepatology and gastroenterology and broad expertise in managing clinical trials from early-stage development through successful Phase 3 trials.

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Previously, he was co-founder and chief medical officer of Lyric Pharmaceuticals, helping raise a $21 million Series A round in 2014.

He has also served as Chief Medical Officer of Avaxia Biologics, interim Chief Medical Officer of Tranzyme, Inc., and Chief Medical Officer of Ocera Therapeutics.

Harris was also Chief Medical Officer and Vice President of Clinical Development at Napo Pharmaceuticals where he authored the pivotal clinical study that led to the approval of rofelemer (Mytesi®), the first Phase 2/3 adaptive trial design resulting in a drug approval.

Earlier in his career he held senior roles in global clinical development and medical affairs at Otsuka Pharmaceuticals and Abbott Laboratories.

He has also served as chief medical officer of Avaxia Biologics, interim chief medical officer of Tranzyme, Inc.

and chief medical officer of Ocera Therapeutics.

Harris was also chief medical officer and vice president of Clinical Affairs at Napo Pharmaceuticals where he authored the pivotal clinical study that led to the approval of crofelemer (Mytesi ® ), the first Phase 2/3 adaptive trial design resulting in a drug approval.

Earlier in his career he held senior roles in global clinical development and medical affairs at Otsuka Pharmaceuticals and Abbott.

He sits on the faculty of Georgetown University School of Medicine as an Adjunct Professor, where he directs a course on drug development under a grant from the NIH.

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His post-graduate training includes residencies at John Hopkins Hospital and the University of Pennsylvania, and a Gastroenterology and Hepatology Fellowship at the Yale University School of Medicine.

Raymond M Jordt, M.B.A.

has served as Chief Business Officer of the Company since January 2023.

Jordt is an accomplished executive with over twenty-five years of experience in the pharmaceutical industry.

Prior to joining Altimmune, he spent nearly two decades in various corporate and business development roles, most recently as Head of Transactions at Eli Lilly and Company.

During his tenure at Lilly, he led acquisitions, in/out-licensing, divestitures, collaborations, options and equity investments with biotech and pharma at all stages of development.

He has worked across multiple therapeutic areas, including obesity, diabetes, CNS, immunology, dermatology and pain.

His efforts led to four approved products and reshaped the portfolios of key business units.

Jordt received an M.B.A.

from Indiana University, an M.S.

in Biomedical Engineering at the University of Memphis and a B.S.

in Biomedical Engineering from Arizona State University.

How nominees to our Board are selected

Candidates for election to our Board of Directors are nominated by our Nominating and Corporate Governance Committee and ratified by our full Board of Directors for nomination to the stockholders.

The Nominating and Corporate Governance Committee operates under a charter, which is available on our corporate website at www .

The Nominating and Corporate Governance Committee will give due consideration to candidates recommended by stockholders.

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Currently, Dr.

Garg is the Company’s President and CEO and Dr.

Sayare serves as the Chairman of the Board.

The Board believes that having different individuals serving in the separate roles of Chairman of the Board and CEO is in the best interest of stockholders in the Company’s current circumstances because it reflects the CEO’s responsibility over management of the Company’s operations and the Chairman’s oversight of board functions and strategic development.

Sayare serves as the Chairman of the Board and Dr.

Garg is the Company’s President and Chief Executive Officer.

The Board believes that having different individuals serving in the separate roles of Chairman of the Board and Chief Executive Officer is in the best interest of stockholders in the Company’s current circumstances because it reflects the Chief Executive Officer’s responsibility over management of the Company’s operations and the Chairman’s oversight of board functions, strategic development and financial stability.

Board committees

The Audit Committee of our Board reviews, acts on and reports to our Board with respect to various auditing and accounting matters, including the recommendation of our independent registered public accounting firm, the scope of the annual audits, the fees to be paid to the independent registered public accounting firm, the performance of the independent registered public accounting firm and our accounting practices.

The Audit Committee currently consists of Mr.

Hodges (Chair) and Dr.

The Board has determined that each member of the Audit Committee is an independent director in accordance with NASDAQ listing standards.

The Board further determined that each of the members of the Audit Committee is able to read and understand fundamental financial statements, including the

Company’s balance sheet, income statement and cash flow statement;

and that each of Messrs.

The Audit Committee currently consists of Messrs.

Hodges (Chair), Gill and Pisano and Dr.

The Board has determined that each member of the Audit Committee is an independent director in accordance with Nasdaq listing standards and that each of Messrs.

Hodges and Gill is an Audit Committee financial expert, as defined by SEC guidelines and as required by the applicable NASDAQ listing standards.

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The Nominating and Corporate Governance Committee of the Board selects nominees for director positions to be recommended by our Board for election as directors and for any vacancies in such positions, develops and recommends for our Board the Corporate Governance Guidelines of the Company and oversees the annual review of the performance of the Board, each director and each committee.

The Nominating and Corporate Governance Committee currently consists of Mr.

Pisano (Chair), and Dr.

Drutz and Mr.

The Nominating and Corporate Governance Committee currently consists of Messrs.

Pisano (Chair) and Gill and Dr.

The Board has determined that each member of the Nominating and Corporate Governance Committee is an independent director in accordance with NASDAQ listing standards.

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A copy of our code of conduct can be found on our website, http://www.altimmune.com.

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K and under the

applicable the NASDAQ Global Select Market rules by posting such information on our website in accordance with such requirements.

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K and under the applicable the NASDAQ Global Select Market rules by posting such information on our website in accordance with such requirements.

You may also obtain a copy of these documents by writing to Altimmune, Inc., 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878, Attention:

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The members of our Board of Directors, our executive officers and persons who hold more than 10% of our outstanding Common Stock are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, which requires them to file reports with respect to their ownership of our Common Stock and their transactions in such Common Stock.

Based solely upon a review of the copies of Section 16(a) reports that the Company has received from such persons for transactions in our Common Stock and their Common Stock holdings for the 2021 fiscal year, the Company believes that all reporting requirements under Section 16(a) for such fiscal year were met in a timely manner by its directors, executive officers and beneficial owners of more than 10% of its Common Stock, except that each of Dr.

Jorkasky, Dr.

Brown and Dr.

Harris were not timely in the filing of one Form 4 during the fiscal year ended December 31, 2021.

Based solely upon a review of the copies of Section 16(a) reports that the Company has received from such persons for transactions in our Common Stock and their Common Stock holdings for the 2022 fiscal year, the Company believes that all reporting requirements under Section 16(a) for such fiscal year were met in a timely manner by its directors, executive officers and beneficial owners of more than 10% of its Common Stock.

Report of the Audit Committee of the Board of Directors

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Garg, Ph.D., our Chief Executive Officer;

● Richard Eisenstadt, MBA, our Chief Financial Officer (effective 12/31/21);

Brown, CPA, our Chief Financial Officer (through 12/31/21);

● Richard Eisenstadt, MBA, our Chief Financial Officer;

Scot Roberts, Ph.D., our Chief Scientific Officer;

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● equity awards;

● health and retirement benefits and perquisites;

● health and HSA match;

● 401(k) plan

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Annual Performance-Based Bonus

The Named Executive Officers are entitled to receive annual performance-based cash bonuses, the amount of which is based on satisfaction of corporate and personal objectives that are established by the Board of Directors or the Compensation Committee.

Compensation Committee.

The annual bonuses are intended to encourage the Named Executive Officers to promote the growth of the Company’s business.

At the beginning of the year, the Compensation Committee, after reviewing management’s self-assessment, evaluates specific achievements and our overall success in the prior year.

The Compensation Committee considers our CEO’s recommendations, and independently reviews and recommends the total percentage achievement level for each of the executive officers to the Board of Directors for approval.

For the year ended December 31, 2022, upon recommendation of the Compensation Committee, our Board of Directors set broad-based corporate objectives that established the criteria for the funding of our annual bonus plan and focused on the following key objectives:

● Advance candidate pipeline through generation of human clinical data and CMC development (70% weighting);

● Form strategic relationships, including with contract manufacturers and CROs, to further advance candidate pipeline and maximize program value (20% weighting);

● Manage operations to maximize resources and minimize risk (10% weighting).

For each of these corporate objectives, the Compensation Committee also established criteria for assessing performance in terms of what achievements would be below expectations, meet expectations or exceed expectations, with weighting assigned to each of these objectives as described above.

Below expectations achievement of an objective results in payment between 0-80% of the weighting, meets expectations achievement of an objective results in payment between 80-120% of the weighting and exceeds expectations results in payment between 120-150% of the weighting.

In January 2023, our Board of Directors, upon the recommendation of the Compensation Committee, completed its assessment of management’s achievement of these corporate objectives for 2022, and concluded that for these core corporate objectives, the management team met expectations and determined achievement at 100% of the target annual performance-based cash bonuses for our Named Executive Officers.

This level was determined based upon, among other things, successful financing of our clinical programs, advancing one Phase 2 metabolic development program (obesity) and generating data to support developing a second Phase 2 metabolic development program (NASH) and advancing our strategic relationships.

Equity Awards

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Awards under the 2017 Plan are intended to align the interests of the Named Executive Officers with those of our stockholders and to create a link between executive pay and the long-term performance of our Common Stock.

During the year ended December 31, 2022, we granted Drs.

Garg, Roberts and Harris stock options and restricted stock units (“RSUs”), as described in more detail in the Outstanding Equity Awards at Fiscal Year-End table below.

Employee Benefits

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All participants’ interests in their deferrals are 100% vested when contributed.

The 401(k) Plan permits Altimmune to make matching contributions and profit sharing contributions to eligible participants.

The 401(k) Plan permits Altimmune to make matching contributions

and profit sharing contributions to eligible participants.

Altimmune matches contributions 100% on the first 4% of contributions made by participants.

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Richard Eisenstadt, M.B.A.

Chief Financial Officer (effective 12/31/21)

Chief Financial Officer (through 12/31/21)

Chief Financial Officer

Scot Roberts, Ph.D.

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The assumptions used to calculate the amounts for fiscal years 2022 and 2021 are discussed in Item 8, Financial Statements and Supplementary Data.

Eisenstadt commenced employment with Altimmune on December 31, 2021.

(2) All other compensations are consisted of the following:

Name and Principal Position

Chief Executive Officer

Richard Eisenstadt, M.B.A.(3)

Chief Financial Officer

Scot Roberts, Ph.D.

Chief Scientific Officer

Scott Harris, M.D

Chief Medical Officer

Eisenstadt commenced employment as our Chief Financial Officer on December 31, 2021.

Narrative to Summary Compensation Table

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Under the Employment Agreement, Dr.

Garg receives a base salary of $500,000 and, from January 1, 2019, will be eligible to receive an annual discretionary incentive bonus of up to 55% of his base salary based on achievement of performance goals established by the Compensation Committee.

In addition, Dr.

Garg received a lump sum cash signing bonus of $100,000, which was subject to claw-back if Dr.

Garg’s employment with the Company terminated for any reason other than by the Company without cause or by Dr.

Garg for good reason on or prior to November 30, 2019.

Garg initially received a base salary of $500,000 and is eligible to receive an annual discretionary incentive bonus of up to 55% of his base salary based on achievement of performance goals established by the Compensation Committee.

Garg is eligible to participate in the Company’s employee benefit plans made available to its similarly situated senior executives.

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Garg is up for election.

Pursuant to the Employment Agreement, Dr.

Garg received the following equity-based awards:

● A grant, pursuant to the Company’s 2017 Omnibus Incentive Plan, of an incentive stock option (the “ Incentive Stock Option ”) to purchase 111,421 shares of the Company’s Common Stock with a grant-date fair value of $400,000.

The Incentive Stock Option has an exercise price of $3.59.

One-fourth of the shares underlying the Incentive Stock Option will vest on the first anniversary of the Grant Date (the “ First Vesting Date ”), and thereafter 1/48th of the shares underlying the Incentive Stock Option will vest monthly commencing on January 1, 2020, such that the shares underlying the Incentive Stock Option will be fully vested on December 1, 2022, in each case, generally subject to Dr.

Garg’s employment with the Company through the applicable vesting date.

● An inducement grant under Nasdaq Listing Rule 5635(c)(4), of a non-qualified stock option to purchase 211,486 shares of the Company’s Common Stock, which will have an exercise price of $3.59 per share, the last reported sale price of the Company’s Common Stock on the date of grant of such award (the “ Grant Date ”).

One-fourth of the shares underlying the non-qualified stock option will vest on the First Vesting Date, and thereafter 1/48th of the shares underlying the non-qualified stock option will vest on each monthly anniversary of the First Vesting Date, such that the shares underlying the non-qualified stock option will be fully vested on November 30, 2022, in each case, generally subject to Dr.

Garg’s employment with the Company through the applicable vesting date.

● An inducement grant under Nasdaq Listing Rule 5635(c)(4), of 322,907 restricted shares of the Company’s common stock.

One-fourth of the restricted shares will vest on the First Vesting Date, and thereafter 1/48th of the restricted shares will vest on each monthly anniversary of the First Vesting Date, such that the restricted shares will be fully vested on November 30, 2022, in each case, generally subject to Dr.

Garg’s employment with the Company through the applicable vesting date.

In the event of an employment termination, the Company will pay Dr.

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Employment Agreement with Richard Eisenstadt, M.B.A.

Effective December 10, 2021, the Company entered into an employment agreement with Richard I.

On December 10, 2021, the Company entered into an employment agreement with Richard I.

Eisenstadt, the Chief Financial Officer.

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In addition, Mr.

Eisenstadt would be granted incentive stock options to purchase 150,000 shares of the Company’s common stock and 50,000 shares of restricted stock units.

Eisenstadt would be granted incentive stock options to purchase 150,000 shares of the Company’s common stock and 50,000 RSUs.

Eisenstadt is eligible to participate in the Company’s employee benefit plans made available to its similarly situated senior executives.

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If such employment termination or resignation occurs within the one-year period following a change in control, he would be entitled to receive a severance amount equal to the sum of 12 months of his base salary plus his target annual discretionary incentive bonus for the year of termination, 12 months of continued coverage under the health insurance plans in which he participates at the time of termination, payment of any unpaid prior year’s annual bonus and, all of his outstanding unvested equity awards will become vested.

The agreement also provides that if any payments, whether under the agreement or otherwise, payable to him would be subject to the golden parachute excise tax under Section 4999 of the

Code, such payments will be reduced to the extent necessary to avoid the excise tax if doing so would result in a greater net after tax payment to him.

The agreement also provides that if any payments, whether under the agreement or otherwise, payable to him would be subject to the golden parachute excise tax under Section 4999 of the Code, such payments will be reduced to the extent necessary to avoid the excise tax if doing so would result in a greater net after tax payment to him.

Eisenstadt is required to execute and not revoke a release of claims in Altimmune’s favor in order to be eligible to receive the severance payments and benefits.

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In addition, Dr.

Roberts is eligible to receive an annual discretionary incentive bonus of up to 30% of base salary based as determined by the Compensation Committee.

Roberts is eligible to receive an annual discretionary incentive bonus, initially set at up to 30% of base salary based as determined by the Compensation Committee.

Roberts is eligible to participate in the Company’s employee benefit plans made available to its similarly situated senior executives.

If, prior to a “change in control” (as defined in the employment agreement), the Company terminates the employment of Dr.

Roberts without “cause” or if such he resigns for “good reason” (as defined below), in addition to accrued benefits (to which he is entitled on any termination of employment), Dr.

Roberts without “cause” or if he resigns for “good reason” (as defined below), in addition to accrued benefits (to which he is entitled on any termination of employment), Dr.

Roberts will be entitled to receive severance equal to six months of base salary continuation payments, six months of continued coverage under the health insurance plans in which the executive participated at the time of the termination and payment of any unpaid prior year’s annual bonus.

If such employment termination or resignation occurs within the one-year period following a change in control, he would be entitled to receive a severance amount equal to the sum of 12 months of his base salary plus his target annual discretionary incentive bonus for the year of termination, six months of continued coverage under the health insurance plans in which he participates at the time of termination, payment of any unpaid prior year’s annual bonus and, all of his outstanding unvested equity awards will become vested.

he participates at the time of termination, payment of any unpaid prior year’s annual bonus and, all of his outstanding unvested equity awards will become vested.

17 unchanged sentences

In addition, Dr.

Harris is eligible to receive an annual discretionary incentive bonus of up to 30% of base salary based as determined by the Compensation Committee.

Harris is eligible to receive an annual discretionary incentive bonus, initially set at up to 30% of base salary based as determined by the Compensation Committee.

In addition, Dr.

2 unchanged sentences

If, prior to a “change in control” (as defined in the employment agreement), the Company terminates the employment of Dr.

Harris without “cause” or if such he resigns for “good reason” (as defined below), in addition to accrued benefits (to which he is entitled on any termination of employment), Dr.

Harris without “cause” or if he resigns for “good reason” (as defined below), in addition to accrued benefits (to which he is entitled on any termination of employment), Dr.

Harris will be entitled to receive severance equal to six months of base salary continuation payments, six months of continued coverage under the health insurance plans in which the executive participated at the time of the termination and payment of any unpaid prior year’s annual bonus.

8 unchanged sentences

Harris is subject to restrictive covenants during the term of his employment and for a period of six months following termination of employment.

In particular, he is prohibited from soliciting the Company’s customers, clients and employees and from engaging in sales, marketing or related activities on the executive’s behalf or another entity that directly competes with the Company.

In particular, he is prohibited from soliciting the Company’s

customers, clients and employees and from engaging in sales, marketing or related activities on the executive’s behalf or another entity that directly competes with the Company.

Outstanding Equity Awards at 2022 Fiscal Year-End

7 unchanged sentences

Richard Eisenstadt, M.B.A.

(effective 12/31/21)

Brown, CPA (through 12/31/21)

Scot Roberts, Ph.D.

2 unchanged sentences

The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on January 1, 2020.

(2) On November 30, 2018, Dr.

Garg was granted a restricted stock award of 322,907 shares of Common Stock of the Company.

25% of the option vests on the first anniversary of the grant date and the aggregate remaining unvested portion will vest in equal monthly installments over the 36-month period commencing on December 30, 2019.

(2) On January 2, 2020, Dr.

2 unchanged sentences

25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on February 2, 2021.

In connection with the resignation of Mr.

Brown, which was effective on December 31, 2021, Mr.

Brown’s unvested options were canceled.

The expiration date for all vested options received during his employment were accelerated to January 30, 2022 and were exercisable prior to such date.

(3) On February 1, 2021, Dr.

4 unchanged sentences

Roberts and Dr.

Harris were granted a restricted stock award of 66,181, 24,664 and 24,664, respectively, shares of Common Stock of the Company.

The restricted stock vests equally over a four-year period commencing on February 1, 2022.

Harris were granted 66,181, 24,664 and 24,664 RSUs, respectively.

The RSUs vest equally over a four-year period commencing on February 1, 2022.

(5) On February 2, 2022, Dr.

Roberts and Dr.

Harris were granted an option to purchase 223,000, 91,600 and 91,600, respectively, shares of Common Stock of the Company at an exercise price of $7.53 per share.

(6) On February 2, 2022, Dr.

Roberts and Dr.

Harris were granted 75,800, 31,100 and 31,100 RSUs, respectively.

The RSUs vest equally over a four-year period commencing on February 2, 2023.

(7) On December 31, 2021, Mr.

2 unchanged sentences

(8) On December 31, 2021, Mr.

Eisenstadt was granted a restricted stock award of 50,000 shares of Common Stock of the Company.

The restricted stock vests equally over a four-year period commencing on December 31, 2022.

(8) On January 2, 2019, Mr.

Brown was granted an option to purchase 30,000 shares of Common Stock of the Company at an exercise price of $2.60 per share.

One-hundred percent of the shares underlying the option vested upon the filing of the Company’s annual report on Form 10-K for the year ended December 31, 2018.

(9) This option was granted on June 10, 2019, and 25% became vested and exercisable on June 1, 2020.

The aggregate remaining unvested portion was subject to vest and become exercisable in equal monthly installments over the 36-month period commencing on June 1, 2020.

In connection with the resignation of Mr.

Brown, which was effective on December 31, 2021, Mr.

Brown’s unvested options were canceled.

The expiration date for all vested options received during his employment were accelerated to January 30, 2022 and were exercisable prior to such date.

Eisenstadt was granted 50,000 RSUs.

The RSUs vest equally over a four-year period commencing on December 31, 2022.

(9) These options were acquired pursuant to the Merger Agreement on May 4, 2017.

12 unchanged sentences

Director Compensation

In December 2021, the Company’s Board approved a non-employee director compensation policy effective as of January 1, 2022.

In September 2022, the Company’s Board approved updates to our existing non-employee director compensation policy, which were effective as of January 1, 2023.

Accordingly, the Board increased the cash compensation for Audit Committee Member from $7,500 in 2022 to $9,000 in 2023 and Compensation Committee Chairperson from $12,000 in 2022 to $15,000 in 2023.

Under the program, non-employee directors that qualify under the program receive the cash compensation set forth below, and an additional annual payment of an option to purchase a number of shares of the Company’s Common Stock equal to 62 ½ percentile of the Company’s peer group based on percentage ownership (the “Annual Director Option Grant Amount”), which will be granted immediately following the date of the of each annual meeting of stockholders.

36 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of March 11, 2022 by (i) each person or group of persons known by us to beneficially own more than five percent of our Common Stock, (ii) each of our named executive officers, (iii) each of our directors and nominees for director and (iv) all of our directors and executive officers as a group.

The following table gives effect to the shares of Common Stock issuable within 60 days of March 11, 2022 upon the exercise of all options and other rights beneficially owned by the indicated stockholders on that date.

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of February 24, 2023 by (i) each person or group of persons known by us to beneficially own more than five percent of our Common Stock, (ii) each of our named executive officers, (iii) each of our directors and nominees for director and (iv) all of our directors and executive officers as a group.

The following table gives effect to the shares of Common Stock issuable within 60 days of February 24, 2023 upon the exercise of all options and other rights beneficially owned by the indicated stockholders on that date.

Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under Section 13 of the Securities Exchange Act of 1934, as amended, and includes voting and investment power with respect to shares.

Percentage of beneficial ownership is based on 43,222,682 shares of Common Stock outstanding at the close of business on March 11, 2022.

Percentage of beneficial ownership is based on 49,278,861 shares of Common Stock outstanding at the close of business on February 24, 2023.

Except as otherwise noted below, each person or entity named in the following table has sole voting and investment power with respect to all shares of our Common Stock that he, she or it beneficially owns.

4 unchanged sentences

State Street Corporation (1)

BlackRock Inc.

Avidity Partners Management LP (2)

Janus Henderson Group PLC (3)

TIAA-CREF Investment Management LLC (4)

Tang Capital Partners, LP (5)

Cormorant Global Healthcare Master Fund, LP (6)

The Vanguard Group (7)

Directors and Named Executive Officers:

Richard Eisenstadt (9)

Will Brown (6)

Scot Roberts (10)

6 unchanged sentences

Represents beneficial ownership of less than one percent of Altimmune’s outstanding Common Stock.

(1) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 11, 2022 on behalf of State Street Corporation.

According to the report, State Street Corporation has shared voting and dispositive power with respect to 4,421,541 shares of the Common Stock of the Company.

(1) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on January 10, 2023 on behalf of State Street Corporation and SSGA Fund Management, Inc., a subsidiary of State Street Corporation.

According to the report, State Street Corporation has shared voting power with respect to 5,906,988 shares of Common Stock of the Company and shared dispositive power with respect to 5,914,588 shares of the Common Stock of the Company, and SSGA Fund Management has shared voting and dispositive power with respect to 5,734,424 shares of Common Stock of the Company.

The principal business address of State Street Corporation is One Lincoln Street, Boston, MA 02111.

(2) This information is based solely on information reported on a Schedule 13G filed with the SEC on February 4, 2022 on behalf of BlackRock, Inc.

According to the report, BlackRock, Inc.

has shared voting and dispositive power with respect to 2,956,267 shares of the Common Stock of the Company.

The principal business address of BlackRock, Inc.

is 55 East 52 nd Street, New York, NY 10055.

(3) This information is based solely on information reported on a Schedule 13G filed with the SEC on January 3, 2022 on behalf of Avidity Partners Management LP.

According to the report, Avidity Partners Management LP has shared voting and dispositive power with respect to 2,765,000 shares of the Common Stock of the Company.

The principal business address of Avidity Partners Management LP is 2828 N Harwood Street, Suite 1220, Dallas, TX 75201.

(4) This information is based solely on information reported on a Schedule 13G filed with the SEC on February 11, 2022 on behalf of TIAA-CREF Investment Management, LLC and Teacher Advisors, LLC.

According to the report, TIAA-CREF Investment Management, LLC (“TCIM”) is the investment adviser to the College Retirement Equities Fund (“CREF”), a registered investment company, and may be deemed to be a beneficial owner of 2,209,804 shares of Common Stock of the Company owned by CREF.

Teachers Advisors, LLC (“TAL”) is the investment adviser to three registered investment companies, TIAA-CREF Funds (“Funds”), TIAA-CREF Life Funds (“Life Funds”), and TIAA Separate Account VA-1 (“VA-1”), as well as one or more separately managed accounts of Advisors (collectively, the “Separate Accounts”), and may be deemed to be a beneficial owner of 86,028 shares of the Common Stock of the Company owned separately by Funds, Life Funds, VA-1, and/or the Separate Accounts.

The principal business address of TCIM and TAL is 730 Third Avenue, New York, NY 10017-3206.

(5) Consists of 229,296 shares of Common Stock, 60,545 restricted shares of Common Stock over which Dr.

Garg has voting control and 438,493 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of March 11, 2022.

(6) Consists of 17,721 shares of Common Stock, and 30,000 shares of Common Stock which can be acquired upon exercise of outstanding options within 60 days of March 11, 2022.

(7) Consists of 17,700 shares of Common Stock, 15 shares of Common stock owned by his spouse and 123,166 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of March 11, 2022.

(8) Consists of 11,545 shares of Common Stock and 135,275 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of March 11, 2022.

(9) Consists of 26,363 shares of Common Stock and 71,392 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 11, 2022.

(10) Consists of 18,145 shares of Common Stock and 60,503 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 11, 2022.

(11) Consists of 2,771 shares of Common Stock and 60,225 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 11, 2022.

(12) Consists of 26,579 shares of Common Stock and 60,225 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 11, 2022.

(13) Consists of 8,900 shares of Common Stock and 60,564 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 11, 2022.

(14) Consists of 8,498 shares of Common Stock and 59,558 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 11, 2022.

(15) Consists of 49,114 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 11, 2022.

(16) Includes 367,533 shares of Common Stock held by the Company’s current directors and executive officers, 60,545 restricted shares of Common Stock over which the Company’s current directors and executive officers have voting control and 1,148,515 shares of Common Stock that can be acquired by the Company’s current directors and executive officers upon the exercise of outstanding options or vesting of restricted stock within 60 days of March 11, 2022.

(2) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 14, 2023 on behalf of Avidity Partners Management LP., Avidity Partners Management (GP) LLC, the general partner of

Avidity Partners Management LP, Avidity Capital Partners Fund (GP) LP, the general partner of Avidity Master Fund LP, Avidity Capital Partners (GP) LLC, the general partner of Avidity Capital Partners Fund (GP) LP, Avidity Master Fund LP, David Witzke, for himself and as the Managing Member of Avidity Partners Management (GP) LLC and Avidity Capital Partners (GP) LLC, and Michael Gregory, for himself and as the Managing Member of Avidity Partners Management (GP) LLC and Avidity Capital Partners (GP) LLC (collectively, “Avidity”).

According to the report, Avidity has shared voting and dispositive power with respect to 3,990,000 shares of the Common Stock of the Company.

The principal business address of Avidity is 2828 N Harwood Street, Suite 1220, Dallas, TX 75201.

(3) This information is based solely on information reported on a Schedule 13G filed with the SEC on February 13, 2023 on behalf of Janus Henderson Group plc.

According to the report, Janus Henderson Group PLC has shared voting and dispositive power with respect to 3,833,579 shares of the Common Stock of the Company.

Janus Henderson Group PLC has a 100% ownership stake in Janus Henderson Investors U.S.

LLC (“JHIUS”), Janus Henderson Investors UK Limited, and Janus Henderson Investors Australia Institutional Funds Management Limited, (each an “Asset Manager’ and collectively as the “Asset Managers”).

Due to the above ownership structure, holdings for the Asset Managers are aggregated for purposes of this filing.

Each Asset Manager is an investment adviser registered or authorized in its relevant jurisdiction and each furnishing investment advice to various fund, individual and/or institutional clients (collectively referred to herein as “Managed Portfolios”).

As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, JHIUS may be deemed to be the beneficial owner of 3,821,679 shares or 7.8% of the shares of Common Stock of the Company held by such Managed Portfolios.

However, JHIUS does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights.

The principal business address of Janus Henderson Group PLC is 201 Bishopsgate EC2M 3AE, United Kingdom.

(4) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 14, 2023 on behalf of TIAA-CREF Investment Management, LLC and Teachers Advisors, LLC.

According to the report, TIAA-CREF Investment Management, LLC has sole voting and dispositive power with respect to 3,265,963 shares of the Common Stock of the Company.

TIAA-CREF Investment Management, LLC is the investment adviser to the College Retirement Equities Fund (“CREF”), a registered investment company, and may be deemed to be a beneficial owner of 3,265,963 shares of Common Stock of the Company owned by CREF.

Teachers Advisors, LLC (“TAL”) is the investment adviser to three registered investment companies, TIAA-CREF Funds (“Funds”), TIAA-CREF Life Funds (“Life Funds”), and TIAA Separate Account VA-1 (“VA-1”), as well as one or more separately managed accounts of Advisors (collectively, the “Separate Accounts”), and may be deemed to be a beneficial owner of 0 shares of Common Stock of the Company owned separately by Funds, Life Funds, VA-1, and/or the Separate Accounts.

The principal business address of TIAA-CREF Investment Management, LLC is 730 Third Avenue New York, NY 10017-3206.

(5) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 14, 2023 on behalf of Tang Capital Partners, L.P., Tang Capital Management, LLC, the general partner of Tang Capital Partners, L.P., and Kevin Tang, the manager of Tang Capital Management, LLC (collectively, “Tang”).

According to the report, Tang has shared voting and dispositive power with respect to 2,700,450 shares of Common Stock of the Company.

The principal business address of Tang is 4747 Executive Drive, Suite 210, San Diego, CA 92121.

(6) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 14, 2023 on behalf of Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, the general partner of Cormorant Global Healthcare Master Fund, LP, Cormorant Asset Management, LP, the investment manager to Cormorant Global Healthcare Master Fund, LP, and Bihua Chen, the managing member of Cormorant Global Healthcare GP, LLC and the general partner of Cormorant Asset Management, LP (collectively, “Cormorant”).

According to the report, Cormorant has shared voting and dispositive power with respect to 2,600,000 shares of the Common Stock of the Company.

The principal business address of Cormorant is 200 Clarendon Street, 52nd Floor Boston, MA 02116.

(7) This information is based solely on information reported on a Schedule 13G filed with the SEC on February 9, 2023 on behalf of The Vanguard Group - 23-1945930.

According to the report, The Vanguard Group - 23-1945930 has shared voting power with respect to 12,608 shares of Common Stock of the Company, sole dispositive power with respect to 2,481,192 shares of Common Stock of the Company, and shared dispositive power with respect to 51,228 shares of Common Stock of the Company.

The principal business address of The Vanguard Group - 23-1945930 is 100 Vanguard Blvd.

Malvern, PA 19355.

(8) Consists of 249,129 shares of Common Stock, and 640,229 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2023.

(9) Consists of 12,010 shares of Common Stock, and 46,875 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2023.

(10) Consists of 19,856 shares of Common Stock, 15 shares of Common stock owned by his spouse and 127,078 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2023.

(11) Consists of 23,311 shares of Common Stock and 191,208 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2023.

(12) Consists of 26,363 shares of Common Stock and 93,184 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2023.

(13) Consists of 20,484 shares of Common Stock held by Pacific Biopharma Associates, LLC, of which Mr.

Drutz is the President and 82,156 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2023.

(14) Consists of 2,771 shares of Common Stock, 2,714 shares of Common stock owned by his son who lives with Mr.

Gill and 82,017 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2023.

(15) Consists of 8,731 shares of Common Stock, 17,848 shares of Common Stock held by Paradigm Venture Partners, L.P., of which Mr.

Hodges is deemed to be the beneficial owner of these securities and 82,017 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2023.

(16) Consists of 9,179 shares of Common Stock and 82,077 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2023.

(17) Consists of 8,498 shares of Common Stock and 61,350 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2023.

(18) Consists of 66,629 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2023.

(19) Includes 400,909 shares of Common Stock held by the Company’s current directors and executive officers and 1,554,820 shares of Common Stock that can be acquired by the Company’s current directors and executive officers upon the exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2023.

Equity Compensation Plan Information

40 unchanged sentences

(1) Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements included in the Company’s Annual Report and review of the interim consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q, and services that are normally provided by independent registered public accountants in connection with statutory and regulatory filings or engagements.

(2) Tax Fees were billed for services including assistance with tax compliance and the preparation of tax returns, tax consultation services, assistance in connection with tax audits and tax advice.

Pre-Approval Policies

48 unchanged sentences

Altimmune, Inc.

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q, filed on November 9, 2020)

Non-Employee Director Compensation Policy

Second Restated License Agreement, effective as of October 4, 2005, between Crucell Holland B.V.

56 unchanged sentences

and Richard Eisenstadt (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on December 13, 2021)

Employment Agreement, dated January 1, 2023, by and between Altimmune, Inc.

and Raymond M.

Equity Distribution Agreement, dated February 25, 2021, by and among Altimmune, Inc.

20 unchanged sentences

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Gaithersburg, State of Maryland, on the 15 th day of March 2022.

ALTIMMUNE, INC.

6 unchanged sentences

President, Chief Executive Officer and Director (Principal Executive Officer)

March 15, 2022

February 28, 2023

/s/ Richard Eisenstadt

1 unchanged sentence

Chief Financial Officer, (Principal Financial Officer and Principal Accounting Officer)

March 15, 2022

February 28, 2023

/s/ Mitchel Sayare, Ph.D.

1 unchanged sentence

Chairman of the Board

March 15, 2022

February 28, 2023

/s/ John Gill

March 15, 2022

February 28, 2023

/s/ Philip Hodges

Philip Hodges

March 15, 2022

February 28, 2023

/s/ David Drutz, M.D.

David Drutz, M.D.

March 15, 2022

February 28, 2023

Schafer, M.D.

March 15, 2022

February 28, 2023

/s/ Wayne Pisano

March 15, 2022

February 28, 2023

/s/ Diane Jorkasky, M.D.

Diane Jorkasky, M.D.

March 15, 2022

February 28, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures